The Elvoc Private Limited ( Acquisition And Transfer Of Undertakings ) Act, 1985

0 
GOVERNMENT OF WEST BENGAL 
LEGISLATIVE DEPARTMENT 
West Bengal Act XVIII of 1985 
THE ELVOC PRIVATE LIMITED (ACQUISITION 
AND TRANSFER OF UNDERTAKINGS) ACT, 1985. 
[Passed by the West Bengal Legislature.] 
[Assent of the Governor was first published in the Calcutta Gazette, 
Extraordinary, of the 5th October, 1985.] 
[5th October, 1985.] 
An Act to provide for the acquisition and transfer, in the public interest, 
of the undertakings of the Elvoc Private Limited, and for matters 
connected therewith or incidental thereto. 
WHEREAS the Elvoc Private Limited had been engaged in the 
manufacture of precision electrical and electronic products comprising 
battery chargers, transformers, battery eliminators, voltage stabilizers 
and rectifiers; 
AND WHEREAS an order has been made for the winding up of the 
Company and proceedings for its liquidation are pending in the High 
Court at Calcutta; 
AND WHEREAS for the purpose of utilising the production facilities 
and equipment of the undertakings of the Company with a view to 
increasing the production of precision electrical and electronic goods 
and generating employment in the interest of the general public, it is 
necessary to acquire the undertakings of the Company; 
It is hereby enacted in the Thirty-sixth Year of the Republic of India, 
by the Legislature of West Bengal, as follows:- 
1. (1) This Act may be called the Elvoc Private Limited (Acquisition 
and Transfer of Undertakings) Act, 1985. 
(2) It shall be deemed to have come into force on the 5th day of 
August, 1985. 
Short title 
and 
commence-
ment. 
133 
The Elvoc Private Limited (Acquisition and Transfer of 
Undertakings) Act, 1985. 
[West Ben. Act 
Definitions. 
Transfer to, 
and vesting 
in, the State 
Government 
of the 
undertakings 
of the 
Company. 
General 
effectof 
vesting. 
(Sections 2-4.) 
2. In this Act, unless the context otherwise requires,— 
(a) "appointed day" means the date on which this Act comes 
into force; 
(b) "Company" means the Elvoc Private Limited being a 
company as defined in the Companies Act, 1956, and having 
its registered office at 36, Panditia Road, Calcutta-29; 
(c) "existing Government company" means a Government 
company which is carrying on business on the appointed 
day; 
(d) "notification" means a notification published in the Calcutta 
Gazette; 
(e) words and expressions used herein and not defined, but 
defined in the Companies Act, 1956, shall have the meanings 
respectively assigned to them in that Act. 
3. On the appointed day, the undertakings of the Company, and the 
right, title and interest of the Company in relation to its undertakings, 
shall, by virtue of this Act, stand transferred to and vest in, the State 
Government. 
4. (1) The undertakings of the Company shall be deemed to include 
all assets (but excluding land), rights, powers, authorities and privileges, 
and all property including factory sheds, office buildings, plant and 
machinery, equipments, furniture and fixtures, electrical installations, 
and all other rights and interests in, or arising out of, such property as 
were immediately before the appointed day in the ownership, power or 
control of the Company, whether within or outside India. 
(2) All property included as aforesaid in the undertakings which 
have vested in the State Government under section 3 shall, by force of 
such vesting, be freed and discharged from any trusts, obligations, 
mortgages, charges, liens and other encumbrances affecting it, and any 
attachment, injunction or any decree or order of any court restricting the 
use of such property in any manner shall be deemed to have been 
withdrawn. 
(3) If, on the appointed day, any suit, appeal or other proceeding of 
whatever nature in relation to any property or asset which has vested in 
the State Government under section 3, instituted or preferred by or against 
the Company, is pending, the same shall not abate, be discontinued or 
be, in any way, prejudicially affected by reason of the transfer of the 
I of 1956. 
134 
The Elvoc Private Limited (Acquisition and Transfer of 
Undertakings) Act, 1985. 
XVIII of 1985.] 
(Sections 5, 6.) 
undertakings of the Company or of anything contained in this Act, but 
the suit, appeal or other proceeding may be continued, prosecuted or 
enforced by or against the State Government or, where the undertakings 
of the Company are directed under section 5 to vest in an existing 
Government company, by or against that existing Government company. 
5. (1) Notwithstanding anything contained in section 3, the State 
Government may, if it is satisfied that an existing Government company 
is willing to comply, or has complied, with such terms and conditions as 
that Government may think fit to impose, direct, by notification, that the 
undertakings of the Company, and the right, title and interest of the 
Company in relation to its undertakings which have vested in the State 
Government under section 3, shall, instead of continuing to vest in the 
State Government, vest in that existing Government company either on 
the date of publication of the notification or on such earlier or later date 
(not being a date earlier than the appointed day) as may be specified in 
the notification. 
(2) Where the right, title and interest of the Company in relation to 
its undertakings vest under sub-section (1) in an existing Government 
company, on and from the date of such vesting,— 
(a) that existing Government company shall be deemed to have 
become, and shall be deemed to be, the owner in relation to 
such undertakings, and 
(b) the rights and liabilities of the State Government in relation 
to such undertakings shall be deemed to have become, and 
shall be deemed to be, the rights and liabilities, respectively, 
of that existing Government company. 
6. (1) The State Government shall, within sixty days from the 
appointed day, pay, in cash, to the Official Liquidator of the Company, 
an amount equal to the sum of rupees two lakhs and twenty-five thousand 
for payment to the Company for the transfer to, and vesting in, the State 
Government, under section 3, of the undertakings of the Company. 
(2) For the avoidance of doubts, it is hereby declared that the liabilities 
of the Company in relation to the undertakings which have vested in the 
State Government under section 3, shall be met from the amount referred 
to in sub-section (1). 
(3) Every person having a claim to the amount as aforesaid or any 
part thereof shall prefer such claim before the Official Liquidator within 
such period as the High Court at Calcutta may specify and the amount 
may be disbursed in accordance with such order or direction as may be 
made or issued by the High Court. 
Power of 
State 
Govemment 
to direct 
vesting of 
the under-
takings 
of the 
Company in 
an existing 
Government 
company. 
Payment of 
amount. 
135 
The Elvoc Private Limited (Acquisition and Transfer of 
Undertakings) Act, 1985. 
[West Ben. Act 
Management 
etc. of the 
undertakings 
of the 
Company. 
Duty to 
deliver 
possession 
of the 
undertakings. 
Act to have 
overriding 
effect. 
Protection of 
action taken 
in good faith. 
(Sections 7-10.) 
7. (1) The general superintendence, direction, control and 
management of the undertakings of the Company, the right, title and 
interest in relation to which have vested in the State Government under 
section 3, shall, when a direction has been given by the State Government 
under sub-section (1) of section 5, vest, on and from the date specified in 
such direction, in the existing Government company specified therein, 
and thereupon the existing Government company so specified shall be 
entitled to exercise, to the exclusion of all other persons, all such powers 
and do all such things as the Company is authorised to exercise and do 
in relation to its undertakings. 
(2) Notwithstanding anything contained in sub-section (1), 
the existing Government company as aforesaid may, on such terms and 
conditions as it may determine and with the prior approval of the 
State Government, nominate, for management of the undertakings, any 
co-operative society registered or deemed to be registered under the 
West Bengal Co-operative Societies Act, 1973, and thereupon such co-
operative society shall carry on the management on behalf of the existing 
Government company in accordance with such regulations as may be 
made by the State Government in this behalf. 
8. (1) Notwithstanding any decree, judgement or order of any court 
or anything contained in any other law for the time being in force, the 
Official Liquidator or any other person, in whose possession or custody 
or under whose control the undertakings of the Company (which have 
vested in the State Government or in any existing Government company 
under this Act) or any part thereof may be, shall deliver possession of 
the undertakings of the Company or such part thereof as may be in his 
possession, custody or control to the State Government or the existing 
Government company, as the case may be. 
(2) The State Government or the existing Government company may 
take, or cause to be taken, all necessary steps for securing the possession 
of the undertakings which have vested in the State Government or the 
existing Government company under this Act. 
9. The provisions of this Act shall have effect notwithstanding 
anything inconsistent therewith contained in any other law for the time 
being in force or in any instrument having effect by virtue of any law 
other than this Act or in any decree or order of any court, tribunal or 
other authority. 
10. No suit, prosecution or other legal proceeding shall lie against 
the State Government or any officer of that Government or the existing 
Government company for anything which is in good faith done or 
intended to be done under this Act. 
West Ben. 
Act 
XXXVIII of 
1973. 
136 
The Elvoc Private Limited (Acquisition and Transfer of 
Undertakings) Act, 1985. 
XVIII of 1985.] 
West Ben. 
Ord. VI of 
1985. 
(Sections 11-13.) 
11. (1) The State Government may, by notification, make regulations 
with regard to the matter specified in sub-section (2) of section 7. 
(2) Every regulation -made by the State Government under this Act 
shall be laid, as soon as may be after it is made, before the State 
Legislature, while it is in session, for a total period of thirty days which 
may be comprised in one session or in two or more successive sessions, 
and if, before the expiry of the session immediately following the session 
or the successive sessions aforesaid, the State Legislature agrees in making 
any modifications in the regulation or the State Legislature agrees that 
the regulation should not be made, the regulation shall thereafter have 
effect only in such modified form or be of no effect, as the case may be, 
so however, that any such modification or annulment shall be without 
prejudice to the validity of anything previously done under that regulation. 
12. If any difficulty arises in giving effect to the provisions of this 
Act, the State Government may, by order, not inconsistent with the 
provisions of this Act, remove the difficulty: 
Provided that no such order shall be made after the expiry of a period 
of two years from the date of publication of this Act in the Official Gazette. 
13. (1) The Elvoc Private Limited (Acquisition and Transfer of 
Undertakings) Ordinance, 1985 is hereby repealed. 
(2) Notwithstanding such repeal, anything done or any action taken 
under the said Ordinance shall be deemed to have been validly done or 
taken under this Act. 
Power to 
make 
regulations. 
Power to 
remove 
difficulties. 
Repeal and 
saving. 
137 

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